HomeMy WebLinkAboutContract 60286CSC No. 60286
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Qiagen.
LLC. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal
corporation, each individually referred to as a "party" and collectively referred to as the "parties."
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A:
Terms and Conditions;
3. Exhibit B:
Conflict of Interest Questionnaire.
4. Exhibit C:
Seller Contact Information
5. Exhibit D:
Verification of Signature Authority
6. Exhibit E:
Seller's Sole Source Justification Letter and
7. Exhibit F:
Seller's Proposal
8. Exhibit G:
Sales Terms & Conditions of QIAGEN LLC
Exhibits A, B, C, D, E, F, and G, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. The Amount of this contract shall not exceed Fifty
Thousand Dollars ($50,000.00) per year.
(Signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Oct 16, 2023
APPROVAL RECOMMENDED:
By:
Robert Allene Jr. (Oct 16, 202317:21 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
QIAGEN, LLC
>:Assistant
By:llam,Secretary
Date: October 11, 2023
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CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
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Loraine Coleman (Oct 1 , 202312:33 CDT)
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
ATTEST:
By: LflNA
Name: I Myers
Title: Director. Contracts
OFFICIAL RECORD
2 CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Buyer's signatory ("Effective
Date") and shall expire on June 8, 2024 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). This Agreement may be renewed for
four (4) consecutive one-year terms upon mutual written agreement of the Parties. The
Buyer shall provide Seller with written notice of its intent to renew at least thirty (30)
days prior to the end of Term. Seller shall provide Buyer with a quotation with update
pricing for any Renewal Term.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer are subject to disclosure under the Texas Public Information Act.
In the event there is a request for information marked Confidential or Proprietary, Buyer
shall promptly notify Seller. It will be the responsibility of Seller to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement is considered proprietary or trade secret information and this agreement may
be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies or services, except on behalf of Buyer as an officer or
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employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs and to conform to requirements of common carriers and any applicable specifications.
Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
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Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
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14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of
securing business. For breach or violation of this warranty, Buyer shall have the
right, in addition to any other right or rights arising pursuant to said purchase(s), to
cancel this contract without liability and to deduct from the contract price such
commission percentage, brokerage or contingent fee, or otherwise to recover the
full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Buyer. Seller warrants that the goods
furnished will conform to Buyer's specifications, drawings and descriptions listed in the
proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall
govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with Section 29.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately.
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The Buyer may not use or share this
software without permission of the Seller; however Buyer may make copies of the software
expressly for backup purposes.
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18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of
any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trade mark,
trade secret, or similar property right arising from Buyer's use of the software
and/or documentation in accordance with this Agreement, it being understood
that this agreement to defend, settle or pay shall not apply if Buyer modifies
or misuses the software and/or documentation. So long as SELLER bears the
cost and expense of payment for claims or actions against Buyer pursuant to
this section, SELLER shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, Buyer shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with
SELLER in doing so. In the event Buyer, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action
brought against Buyer for infringement arising under this Agreement, Buyer
shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, SELLER shall fully participate and cooperate with
Buyer in defense of such claim or action. Buyer agrees to give SELLER timely
written notice of any such claim or action, with copies of all papers Buyer may
receive relating thereto. Notwithstanding the foregoing, Buyer's assumption
of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation
or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, SELLER shall, at its own expense and as
Buyer's sole remedy, either: (a) procure for Buyer the right to continue to use
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the software and/or documentation; or (b) modify the software and/or
documentation to make it non -infringing, provided that such modification
does not materially adversely affect Buyer's authorized use of the software
and/or documentation; or (c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non -infringing
software and/or documentation at no additional charge to Buyer; or (d) if none
of the foregoing alternatives is reasonably available to SELLER terminate this
Agreement, and refund all amounts of unused good or products paid to
SELLER by Buyer, subsequent to which termination Buyer may seek any and
all remedies available to Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in
section 13 through 17 of this Agreement will survive the termination and/or
expiration of this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges
that such Work Product may be considered "work(s) made for hire" and will be and remain
the exclusive property of the Buyer. To the extent that the Work Product, under applicable
law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement
effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and
ownership interests, including copyright, which Seller may have in any Work Product or
any tangible media embodying such Work Product, without the necessity of any further
consideration, and Buyer shall be entitled to obtain and hold in its own name, all
Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its
vendors hereby waives any property interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part
of the undelivered portion of this order if Seller breaches any of the terms hereof, including
warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other
remedies, which Buyer may have in law or equity.
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21.0 TERMINATION
21.1 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer
will notify Seller of such occurrence and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or
expense to Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
21.2 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination, and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
Information or data as a requirement to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine readable format or other
format deemed acceptable to Buyer.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's
legal status and transfer of rights, interests, or obligations to another entity. The documents
that may be requested include, but are not limited to, Articles of Incorporation and related
amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc.
Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller
is not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees or interest
resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
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24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement. No course of prior dealings between the parties
and no usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in
this Agreement, the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms
and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed and enforced under the laws of
the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control, the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, employees,
vendors and subcontractors. The doctrine of respondent superior shall not apply as between
Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors.
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28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
PROPERTYDAMAGEAND/OR PERSONAL INJURY, INCLUDINGDEATH,
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
29 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
30 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
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31 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
TO BUYER:
City of Fort Worth
TO SELLER:
Attn: Purchasing Manager
QIAGEN, LLC.
200 Texas Street
Legal Department
Fort Worth, TX 76102-6314
19300 Germantown Road
Facsimile: (817) 392-8654
Germantown, MD 20874
800-426-8157
With copy to Fort Worth City
Attorney's Office at same address
32 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in
interest, as part of the consideration herein, agrees that in the performance of Seller's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
33 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification
Form (I-9). Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
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Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
34 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
35 RIGH TO AUDIT T
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records, including, but not limited to, all electronic records,
of Seller involving transactions relating to this Agreement at no additional cost to Buyer.
Seller agrees that Buyer shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
not less than 10 days written notice of any intended audits. The Buyer's right to audit, as
described herein, shall survive the termination and/or expiration of this Agreement for a
period of two (2) years.
36 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the
availability, terms and/or conditions of employment for applicants for employment with,
or employees of Seller or any of its subcontractors. Seller warrants it will fully comply
with ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or subcontractors against Buyer arising out of Seller's
and/or its subcontractor's alleged failure to comply with the above -referenced laws
concerning disability discrimination in the performance of this agreement.
37 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
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discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non -binding
mediation upon written consent of authorized representatives of both parties in accordance
with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute.
38 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the Buyer is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract, Seller certifies that Seller's signature provides written verification to
the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
39 INSURANCE REOUIREMENTS
39.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non -owned.
(c) rker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
39.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall include Buyer as an additional insured thereon, as its interests may
appear. The term Buyer shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation shall be
provided to Buyer. Ten (10) days' notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, Buyer
of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
15
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at httD://www.ethics.state.tx.us/forms/CIO.Ddf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the #4 box in all cases.
16
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects charges made to the law by H.B. 23, 84th Leg., Regular Session. OFRCE USE ONLY
This questionnaire is being Filled in accordance with Chapter 176, Local Government Code, Data R-sr-d
by avendorwhe has abuslness relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed w ith the records administrator of the iocai governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to oe filed. SeeSection 176.006(a-1), Local Government Code.
A vendor commits an offense V the vendor knowingly violates Section 176 006, Local
Government Code.An offense underthis section is a misdemeanor.
lj Name of vendor who has a business relationship with local governmental entity.
QIAGEN LLC
J Checkthisboxityouarefilinganupdatetoapreviouslyfiledquestlannalre
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or Inaccurate-)
3
Name of local government officer about whom the Information in this section Is being disclosed.
N/a
Name of Officer
This section (item 3 including subparts A, B, G, & Q) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIQ as necessary_
A_ Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
Yes El No
8. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
F7Yes = No
G. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or direcior, or holds an ownership interest of one percent or more?
Yes F-]No
D. Describe each employment of business and family relationship with the local government officer named In this section.
>vgVsiness
Oct 11, 2023
SignatuNr the governmental entity Date
Adopted 317/2016
is
Revised 3.11.20tp
17
EXHIBIT C — SELLER INFORMATION
Seller's Name: OIAGEN, LLC
Seller's Local Address: 1900 Germantown Rd, Germantown, MD 20874
Phone: (800)-426-8157 Fax: (800)-718-2056
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title Bryan Davis Sr. Customer Solutions Manager
Phone: (713) 825-4734 Fax:
Email
Name/Title
Phone:
Email:
Name/Title
Phone:
Email:
Si ure
bryan. davis (-,giagen. com
Tim Grabham
Printed Name
18
Fax:
Fax:
Oct 11, 2023
Date
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
QIAGEN, LLC.
19300 Germantown Road
Germantown, MD 20874
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
1. Name: Cori Myers
Position: Di r tor, Contracts
V A_
Signature
2. Name: Tnh" Pick
Position: Director, HID Sales
Signature
Sign r1're dent/CEO/Managing Partner
Title: Assistant Secretary Date Oct 11.2023
19
Exhibit E: Seller's Sole Source Justification Letter
•0000
•0000
00000
0MIGEN
July 20, 2022
QIAGEN Instrument Service is a professional service offered by QIAGEN for the
maintenance and service of QIAGEN automation. QIAGEN personel are trained
to a highly skilled professional level on its instrumentation hardware and software
as outlined by QIAGEN specification.
• QIAGEN Field Service is the only organization certified by QIAGEN to Repair,
Qualify, Calibrate, Upgrade, Maintain and Move QIAGEN instrumentation.
• Attempts to perform any Repairs, Calibration, Preventive Maintenances or
Moves by organizations or individuals other than QIAGEN Field Service or those
directed by QIAGEN Field Service, immediately and irrevocably void any QIAGEN
Warranties or QIAGEN Support Agreements.
• QIAGEN manufactures, calibrates, certifies and stocks all parts necessary for
the Repair, Calibration and Maintenance of QIAGEN instrumentation. The
specifically developed parts and as such are not available from any other source or
vendor.
This standard operating service approach and supportive traceable
documentation are guided by ISO 9001 certified quality management systems.
Limitations as specified in QIAGEN's Instrument Warranty Policy include:
The limited warranty does not extend to any Product or part thereof that:
(a) Has been subjected to misuse, neglect, accident, fire, flood or other abnormal
conditions,
(b) Has been produced, modified or repaired by anyone other than QIAGEN,
(c) Has been damaged in the course of being moved by anyone other than
QIAGEN,
Or
(d) Has not been used and maintained in accordance with the instructions
contained in the Product operator's manual.
Christian Wray
Associate Director, Dispatch and Service Administration
QIAGEN - Sample to Insight
QIAGEN Sciences 119300 Germantown Road I Germantown,. MD 1
28074 Phone +1-801-376-26211Fax +1-661-702-3810.
ch risti an. wraviWaiaaen. com
www.qiaqen.com
Making imDrovements in life Dossible
QIAGEN Inc
13300 Ge--Road 1201 Clapper Road 27220 T-r—rOLane
G—d—In. MD 20874 GalMersbutg. MD 20878 SURe 200
Va --. CA91355
20
VS Ostlers 800-42G8157 —Ord— 800 5-9613
Fat 800-71&2056 Fax 800-71&2056
2800 Atg-, Road Tectlnlcdl 80012-8157 T-n—I 80-28-8157
VnR7 (800-362-7737) (800-852-778])
Mlssissa oga .—ano — 8L2 — glagen com
Cassie Johnson
Fort Worth Police Department
Fort Worth Police Department Crime Lab
3616 F. Lancaster Ave.
Fort Worth, Texas
76103
Phone:+18173924516
cassie.johnson@fortworthtexas.gov
Quote Number
Customer Number
Dear Cassie Johnson
Exhibit F: Seller's Proposal
221115US01578566BD
319749
•0000
0QLAGEN
Nov16,2022
QIAGEN Li
19300 Germantown Road
Germantown, MD 20874-1415
US Orders: 800-428-8157
Fax: 800-718-2056
Thank you for your interest in our products. Please find below the details of your quotation,
Line Item No. Quantity Catalog #
1 1 1014636
2 1 19076
3 1 19112
4 1 19131
5 1 19133
6 1 19134
7 1 19201
8 1 19585
9 1 387216
10 1 939011
11 1 952034
12 1 990381
13 1 990394
14 1 990452
15 1 990512
Product
Buffer G2 (2601250)
BufferATL (200ml)
Buffer MTL (54 ml)
QIAGEN Proteinase K (2ml)
QIAGEN Proteinase K (10 mi)
QIAGEN Proteinase K
Collection Tubes (2-ml)
S-Blocks (24)
Investigator Quantiplex Pro Kit (200)
Buffer ATL ( 4 x 50 ml)
EZ1 &2 DNA Investigator Kit (48)
Semple Tubes RB (21rl
RolorAdapters (10 x 24)
Filter -Tips, 10001 wide -bore (1024)
Filter -Tips, 50 NI (960)
Bryan Davis
bryan davis@giagen.com
Unit Price [Ul Total Price [i
101.65
101 651
121.60
121.601
48.45
48 451
120.65
120.651
408.50
408.501
70.58
70.581
190.95
190.951
412.30
412.301
1,077.30
1,077 301
140.60
140,601
623.20
623.201
143.45
143.451
53.96
53.961
122.55
122.551
206.15
206.151
Continued next page
Pagel of 3
GIAGEN LLC 1 1S300 Germantown Road I Germantown, MD 20874-14151 115 Orders: 80OA26-31571 7a 800-718-20561 -giage com
21
Line Item No. Quantity Catalog # Product
1 1 990550 Tip Disposal Box (10)
2 1 �990552 Tubes, graduated, flat -base 5 ml (50)
•0000
•0000
•0000
QIAGEN
Unit Price [USD] Total Price [USD]j
85.69 85.691
25.55 25.551
Quote Total [USD]: 3,953.13
Page 2 of 3
QIAGEN LLC 1 MOO Germantown Road I Germantown: MD 20874-1415 I US Orders. 800-420-81571 Fax: 800-718-2056I w .giagen.com
22
•0000
•0000
•0900
QIAGEN
To ensure that correct prices are invoiced please always use the quote number stated above when placing your order.
This Quote shall be governed by the QIAGEN Standard Terms and Conditions available at
httD:llwww. a iaaen.com/nmducts/orded na-informaiion/Orderi na-terms-LJSAI
Did you know that you can directly apply this quote to online orders? Simply go to the web shop at aiaaen.com, add your
products to your cart, and enter this quote number. You'll get the products at the quoted price. It's the most convenient
way to order!
Terms of Delivery and navment:
Offer validity:
Valid From: 01/01/2023
Valid To: 12/31/2023
Price:
Prices do not include Tax
Shipping Terms:
FOB Shipping Point, Prepaid and Added to Invoice
Payment:
30 days net
Dry ice charge:
Per order = $29 (if dry ice item is included)
Delivery charge:
Per order handling fee = $34.00
Per order HAZMAT Fee (if hazmat item is included) = $31 UPS Ground, $47 UPS Air
Freight charges to be calculated based on carrier service type and delivery location.
This offer was created electronically and is valid without a signature.
Page 3 of 3
QIAGEN LLC 1 M00 Germantown Road I Germantown, MD 20874-1415 I US Orders. 800-420-81571 Fax: 800-718-2056I w .giagen.com
23
Exhibit G: Sales Terms & Conditions of QIAGEN LLC
EXHIBIT G
QIAGEN
January 2023
Sales Terms & Conditions of QIAGEN LLC
1. THE CONTRACT.
These terms and conditions (also referred to as this "Agreement") apply to all sales of
products and services by QIAGEN to its customers (each, a "Customer"), unless
QIAGEN and Customer have agreed to a separate written contract signed by
authorized representatives of both parties (a "Contract''). To the extent the parties have
executed a Contract, and there are any conflicts between these terms and those in the
Contract, then the Contract shall control. Any provisions printed or otherwise contained in
any purchase order, acknowledgement, acceptance or other document from Customer
purporting to govern the purchase of products or services from QIAGEN which are
inconsistent with or in addition to these terms and conditions shall have no force or effect
and shall not constitute any part of the Agreement between the parties, unless in writing
and signed by an authorized representative of QIAGEN.
2. ORDERS.
Customer shall place orders for QIAGEN products using purchase orders consistent with
these terms and conditions. All orders shall include the minimum following information:
shipping and billing address, catalogue number, product description, size, quantity,
and purchase order number. In the event Customer's purchase order varies from the
terms herein, the terms herein shall control, even if Customer's purchase order states
otherwise. All confirmations, invoices and other writings delivered by QIAGEN to
Customer shall be deemed accepted by Customer together with any terms and
conditions set forth thereon unless Customer gives written notice to QIAGEN prior to
shipment of products or performance of services by QIAGEN.
24
3. PRICING AND ACCEPTANCE.
3.1. QIAGEN shall be entitled to increase the prices at any time with thirty
(30) calendar days" notice. Unless otherwise specified in writing by
QIAGEN or by virtue of law, the prices are exclusive of transportation,
insurance, license fees, customs duties, withholding, value added tax
and any sales, use, excise, and other similartaxes. Customer shall pay
all such fees, duties, and taxes in addition and in the manner and at
the rate prescribed by the relevant authority or reimburse QIAGEN for
all federal, state or local sales, use or other taxes, fees or duties arising
out of their agreement, or the transactions contemplated by their
agreement, if any (other than taxes based on the net income of
QIAGEN).
3.2. All orders from Customer are binding upon Customer and may be
accepted by QIAGEN, at QIAGEN's option, either by sending an order
acknowledgement or confirmation, or by delivering the resulting products or
services to Customer.
4. TITLE: RISK OF LOSS; SHIPPING.
2
4.1. Shipping shall be executed CPT location of intended recipient
(Incoterl 2020) if location of intended recipient is within the
European Union, and, in case of any cross -border transport from or to
countries outside of the European Union, FCA (Incotermse 2020)
QIAGEN"s logistic hub in Roermond (The Netherlands) or in Hilden
(Germany), or any other location QIAGEN may direct; all alternatives if
not otherwise mutually agreed.
4.2. Title to and risk of loss of products shall pass to Customer at the place and
time QIAGEN delivers such products to the shipper. QIAGEN may change
freight carriers without notice. If a shipment fails to be delivered as
scheduled, Customer shall be responsible for pursuing a claim with the
freight company and QIAGEN shall provide reasonable cooperation
Sales Terms and Conditions of QIAGEN LLC O1/2023
25
Wth such endeavor.
4.3. Representations as to delivery dates are approximate only, unless QIAGEN
has given an expressly binding commitment. Partial delivery or
performance of products and services under this Agreement shall be
permitted unless Customer has expressly stated inwriting on the face of the
QIAGEN quotation or on the Customer's purchase order that partial delivery
vvill not be accepted.
4.4. QIAGEN shall not be liable for any delay in performance or non-
performance as the result of an event of Force Majeure, being civil
disobedience, hostilities, accidents, sabotage, terrorism, military actions,
expropriation, nationalization or the escalation of any of the foregoing, any
hurricane, flood, tornado, fire, earthquake or other natural disaster, delays in
delivery, explosions, epidemic, plague, pandemic or any other outbreak of
illness, any change in any law or regulation or any action taken by a
government or public authority or any agency or commission thereof,
including but not limited to an export or import restriction or other public
health event in any country or any other event or circumstance outside of
QIAGEN's reasonable control. If any of the foregoing events occurs,
QIAGEN may make deliveries of the products and services proportionate
to production and/or postpone the shipment or delivery period of the
products and services to a reasonable time after the difficulty has ceased,
or QIAGEN may, at its option upon notice given to Customer within twenty
(20) calendar days after the commencement of any such event, declare this
Agreement terminated and all rights and liabilities of QIAGEN and Customer,
except with respect to products and services previously shipped or
performed or in QIAGEN's inventory, shall cease and terminate. QIAGEN shall
have no obligation to buy in the open market any article to be used in
QIAGEN's manufacture or processing when the supplier thereof has
defaulted in delivery.
4.5. If this Agreement calls for more than one shipment of products or delivery of
services, each shipment and delivery shall constitute a separate sale
Sales Terms and Conditions of QIAGEN LLC 01/2023
26
3
under the terms and conditions of this Agreement and Customer
agrees to accept each shipment and delivery and pay each invoice in
full when due at the contract prices regardless of controversies relating to
other delivered or non -delivered products or services. If Customer fails to
accept or pay for shipment or delivery, or in the event a dispute arises
concerning QIAGEN's performance hereunder, then QIAGEN may, without
prejudice to any other lawful remedy and without any liability to
Customer, (i) suspend further performance hereunder until
acceptance or payment by Customer of all previous shipments and deliveries
or until the dispute shall have been resolved, or (u) terminate this Agreement
with respect to any unaccepted or undeliverable portion, in which case
Customer shall be responsible for any expense or loss sustained by
QIAGEN in connection with this Agreement.
5. PAYMENT TERMS.
4
5.1. The full amount of each invoice for products and services hereunder
shall be paid net 30 days (terms contingent upon credit worthiness of
Customer) from the date of the invoice unless otherwise stated on the face
of the invoice.
5.2. Payment by check, credit card, or wire transfer will be effective only after
these instruments have cleared and been paid. Credit cards will be
accepted at time of each order only for processing on invoice date. Any
discounts and expenses shall be borne by Customer.
5.3. QIAGEN reserves the right to assess a late fee equal to one and one-
half percent (1.5%) per month or, if lower, the maximum amount
permitted by applicable law, on all amounts not paid when due, calculated
on a daily basis beginning with the 1 st day following the invoice due date.
Any check or remittance received from or for the account of Customer may
be accepted and applied by QIAGEN against any indebtedness
owing by Customer, without prejudice to, or the discharge of, the
Sales Terms and Conditions of QIAGEN LLC 01/2023
27
remainder of any such indebtedness regardless of any condition, provision,
statement, legend or notation appearing on, referring to or
accompanying any check or remittance.
5.4. At any time, when in QIAGEN's opinion the financial condition of
Customer so warrants, or if Customerfails to make payment when due
or otherwise defaults hereunder, QIAGEN may change any terms of
payment, suspend any credit previously extended to Customer, require
partial or full payment in advance and delay shipment until such terms are
met, and pursue any other remedies available at law. In such event,
if Customer refuses to accept such changes, any outstanding order may
be cancelled without any liability to QIAGEN. In the event of bankruptcy or
insolvency of Customer or in the event any proceeding is brought by or
against Customer under any bankruptcy or insolvency laws or their
equivalent, QIAGEN may cancel any order then outstanding without liability
to Customer.
6.1. Product and Equipment Warranties
6.1.1. Product Warranty. QIAGEN warrants that, at the time of
shipment, the products sold by it are free from defects in
materials and workmanship and conform to the Specifications,
if any, that accompany the products. QIAGEN agrees to replace
any defective or non -conforming product purchased directly
from QIAGEN (provided that such nonconformity was not
caused by misuse or negligence of Customer) if Customer
provides notice to QIAGEN within thirty (30) days after receipt.
No claim will be honored if Customer fails to notify QIAGEN within
the period specified.
6.1.2. Equipment Warranty. QIAGEN warrants that: (i) all new
instrumentation manufactured by and purchased directly from
Sales Terms and Conditions of QIAGEN LLC 01/2023
28
s
6
QIAGEN will correspond to the product specifications and be
free from defects in workmanship and materials for a period of
twelve (12) months from the original date of shipment, and (ii) all
refurbished instrumentation purchased directly from QIAGEN will
correspond to the product specifications and be free from
defects in workmanship and materials for a period of six (6)
months from the original date of shipment. Repair or
replacement of defective parts will be provided to the Customer
during this time period provided that the QIAGEN
instrumentation is operated under conditions of normal and
proper use and that all previous service on the QIAGEN
instrumentation has been exclusively performed by QIAGEN or
QAGEN's authorized representative, but not in the event that
damage is caused by the Customer. If any part or subassembly
proves to be defective, it will be repaired or replaced at
QIAGEN's sole option, subsequent to inspection at the factory,
or in the field by an authorized factory representative, provided
that such defect manifested under normal and proper use.
QIAGEN may use new, used, or reconditioned parts of
equivalent or superior specifications in the repair of your
equipment. Parts removed and replaced as part of the repair
become QIAGEN property.
6.2. Customer agrees that QIAGEN's sole liability, and Customer's sole and
exclusive remedy, pursuant to any claim of any kind against QIAGEN,
including without limitation any claim in contract, negligence or strict
liability, shall be, at QIAGEN's option, (a) replacement of any non-
conforming products or reperformance of any non -conforming
services or (b) a refund of the price allocable to the non -conforming
products or services.
6.3. Returns
Sales Terms and Conditions of QIAGEN LLC 01/2023
29
Customer must obtain authorization for all returns of products from a QIAGEN
Customer Relations or Technical Services Representative. A Returned Good
Authorization number shall be assigned and must be included in the
shipping documentation. Some products may not be eligible for return due to
regulatory or storage requirements.
6.3.1. Returns due to Nonconforming product. If Customer chooses to return
nonconforming (i.e., does not conform to Specifications) products
under the product Warranty, QIAGEN will assess the product to verify
the nonconformance. If the product is found to be non- conforming,
QIAGEN shall send a replacement within 48 hours for all stocked items.
If Customer is asked by QIAGEN to return the nonconforming product,
QIAGEN will pay for the return shipping charges as well.
6.3.2. Returns due to Customer Ordering Error. Products ordered in error are
returnable within thirty (30) days after shipment was started by QIAGEN;
provided that the products being returned remain unopened and
suitable for resale, as determined by QIAGEN in its sole discretion.
Customer must pay for the return freight. A credit shall be issued for the
invoice price of the returned product less (1) a restocking fee of the
greater of 20% of the return value or $30.00 and (2) freight costs
incurred by QIAGEN for the shipment to and/ or from Customer.
Special orders, non -stocked items, and discontinued reagents may not
be returned.
THE LIMITED WARRANTY IN SECTION 6.1 ABOVE IS EXPRESSLY IN LIEU OF ANY AND ALL
OTHER WARRANTIES AND CONDITIONS AND QIAGEN HEREBY DISCLAIMS ALL OTHER
WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION (A) ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT
LIMITATION WARRANTIES OR CONDITIONS APPLIED BY STATUTE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR (B) ANY IMPLIED WARRANTY OR CONDITION,
INCLUDING WITHOUT LIMITATION A WARRANTY OR CONDITION IMPLIED BY STATUTE THAT
Sales Terms and Conditions of QIAGEN LLC 01/2023
30
ANY USE OF THE GOODS OR SERVICES WILL NOT VIOLATE OR INFRINGE ANY PATENT OR
OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, WITHRESPECT TO THE GOODS OR
SERVICES, OTHER THAN AS EXPRESSLYSET FORTH IN SECTION 6.1 ABOVE.
7. LIMITATION OF LIABILITY AND REMEDY
8
7.1. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS WHICH
QIAGEN IS CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION
FOR QIAGEN'S ASSUMPTION OF THE RISK OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH USE
OF THE GOODS OR SERVICES BY CUSTOMER. ACCORDINGLY, CUSTOMER
AGREES THAT QIAGEN SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR
OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH CUSTOMER'S
USE OF OR INABILITY TO USE THE GOODS OR SERVICES. THIS LIMITATION OF
LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND INDEPENDENT OF
ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND
REMEDIES PROVIDED HEREUNDER.
7.2. QIAGEN's liability for breach of warranty or for any loss or damage resulting
from any other cause whatsoever, including alleged negligence, shall not
exceed the lesser of (i) the cost of correcting any non -conformities in the
products or services or (Ti) the cost of replacing the products or reperforming
the services. In no event (including unenforceability of the above limitations
and independent of any failure of essential purpose of the limited warranty
and remedies provided hereunder) shall QIAGEN's aggregate liability for
damages under this Agreement exceed the purchase price
previously paid by Customer for the non -conforming products or services.
The parties acknowledge that the limitations set forth in this Section 7.2 are
integral to the prices charged under this Agreement and that, were QIAGEN
Sales Terms and Conditions of QIAGEN LLC 01/2023
31
to assume any further liability other than as set forth herein, such prices
would of necessity be set substantially higher. Customer expressly
agrees that this limitation of damages and remedies shall constitute
the exclusive remedies and measure of damages available to
Customer and all other remedies and measures of damages which
might otherwise be available under the law of any jurisdiction are
hereby waived by Customer.
7.3. Without limitation to the generality of the foregoing limitation, QIAGEN shall
not be liable for any damage or loss caused by the improper or
unapproved use of the products.
S. INDEMNIFICATION
Customer shall indemnify QIAGEN, defend and assume the settlement of, and the
defense of any suit or suits or other legal proceedings brought to enforce all losses,
damages, injuries, claims, demands, and expenses ("Liability") arising out of the use
of Products purchased by Customer hereunder, regardless of where, how, and by
whom used, and shall pay all judgments entered in any such suit or suits or other
legal proceedings, except for Liability resulting from QIAGEN's gross negligence of
willful misconduct. The indemnities and assumptions of liabilities and obligations
herein provided for shall continue in full force and effect notwithstanding termination
of this Agreement, whether by expiration of time, by operation of law, or otherwise.
9. GENERAL COMPLIANCE
Each of the parties represents and warrants to the other party that it will comply with
all applicable laws, rules or regulations ("Applicable Laws"), including, but not
limited to, applicable federal, state and local laws, rules, regulations and guidelines
relating to the manufacturing, quality control, packaging, labeling, handling,
shipping, importation, exportation and storage of Products, HIPAA, FCPA, Medicare
and Medicaid billing and referral requirements and the Federal Food, Drug and
Cosmetic Act. It is the intention of the parties that this Agreement be administered
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in accordance with the federal antikickback statute (Title 42, United States Code,
Section 1320a-7b(b)). Accordingly, insofar as required by such statute or by the
discount safe harbor regulations at 42 CFR § 1001.952(h), Customer shall fully and
accurately report in applicable cost reports and provide information upon request
to Medicare, Medicaid and other federal health care programs on all discounts and
price reductions under this Agreement.
10. HIPAA COMPLIANCE
The parties acknowledge that use of the Products and Equipment by Customer may
be subject to the requirements of HIPAA and the related privacy and security
regulations, and other current and future laws, rules and regulations regarding
collecting, accessing, using, disclosing, electronically transmitting, securing, and
storing protected health information of patients ("PHI"). The parties acknowledge
that PHI is not required for QIAGEN`s performance of this Agreement and that
QIAGEN is neither a "covered entity" nor a "business associate" of the Customer. If
in the performance of any services that are related to the provision of Products,
Supplies and Equipment under this Agreement, Customer inadvertently provides
access to QIAGEN to PHI, whether on paper, tape, diskette, CD or other tangible
media, in instruments or computers, electronically displayed, or verbally disclosed,
QIAGEN agrees that it shall not use, disclose, or reproduce, in any manner, any such
PHI and shall promptly report such disclosure to Customer.
11. Software License
Software contained in Equipment or Parts) ("Software"), if any, shall be disclosed to
Customer in confidence and shall be licensed to Customer for Customer's internal
use only and for the life of the Equipment or Part(s). Customer agrees that the
Software is the intellectual and proprietary property of QIAGEN or its licensor and that
the title to, ownership of, and the copyright of the Software shall remain with QIAGEN
or its licensor. Customer agrees not to copy, reproduce, or modify the Software and
shall not make the Software available to any other parties by means of sale, lease,
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rental, license or otherwise, without the prior written consent of QIAGEN. Customer
further agrees not to alter or remove any copyright, trade secret, patent, proprietary
and/or other legal notices contained in the Software.
12. CONFIDENTIALITY
Each party shall use Confidential Information (information of a proprietary or sensitive
nature that is not readily available through sources in the public domain) of the other
party only for purposes of this Agreement. Otherwise, except as may be required by
law neither party shall use, publish nor disclose, or cause anyone else to use, publish
or disclose, any Confidential Information of the other party. The restrictions on
disclosure and use hereunder shall not apply to any information which (a) is or
becomes generally available to the public, otherthan as a result of disclosure by the
party receiving the information pursuant to this Agreement, (b) was made available
to other third persons on a non -confidential basis by the disclosing party prior to the
execution of this Agreement, i becomes available on a non -confidential basis
from a third person, which third person was not itself under an obligation to maintain
the confidentiality of such information, or i is required by law, regulations, including
securities and other disclosure law, subpoena or court order to be disclosed. The
provisions of this paragraph shall survive the expiration or other termination of this
Agreement regardless of the cause of termination.
13. DATA PRIVACY
The parties acknowledge that in certain circumstances, for business and safety
reasons, Customer may wish to collect personal or biometric data (as defined by
applicable privacy legislation, and which may include but shall not be limited to
fingerprints, DNA or RNA samples, photographs, or signatures) from QIAGEN
employees who will perform services on Customer's premises or enter Customer's
facilities for other business reasons. Customer will bear all costs associated with the
collection of such data, and Customer agrees to comply with all applicable data
privacy and security laws and regulations in collecting, storing, handling, and using
Sales Terms and Conditions of QIAGEN LLC 01/2023
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such personal and/or biometric data, and will indemnify QIAGEN, defend and
assume the settlement of, and the defense of any suit or suits or other legal
proceedings brought to enforce all losses, damages, injuries, claims, demands, and
expenses ("Liability") arising out of Customer's breach of such applicable data
privacy and security laws or regulations, and shall pay all judgments entered in any
such suit or suits or other legal proceedings, except for Liability resulting from
QIAGEN's gross negligence or willful misconduct. The indemnities and assumptions
of liabilities and obligations herein provided for shall continue in full force and effect
notwithstanding termination of any purchase or service agreement between the
parties, whether by expiration of time, by operation of law, or otherwise.
14. NON-DISCRIMINATION
Neither Customer nor QIAGEN shall discriminate in the performance of this
Agreement because of race, color, sex, sexual orientation, age, religion, handicap,
marital status, or national origin in violation of any applicable federal, state, or local
law or regulation.
F��a�rri.��_�haaa►►ia�rM
This Agreement, including any attachments, exhibits or schedules hereto or
delivered herewith, represent the entire agreement between the parties with
respect to the subject matter hereof. No amendment or modification of the terms
of this Agreement shall be binding on either party unless in writing and signed on
behalf of each party.
16. BINDING EFFECT; ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. This Agreement shall not be
assignable by Customer without QIAGEN's prior written consent; except that
Customer may assign this Agreement, without the prior consent of QIAGEN, to the
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successor to all or substantially all of the business of Customer as long as the
successor or surviving entity in such transaction agrees to be bound, in writing, by
the terms and provisions of this Agreement, and written notice of such assignment is
provided to QIAGEN prior to consummation of the transaction. This Agreement shall
be assignable by QIAGEN.
17. WAIVER
The waiver by a party hereto of any breach of or default under any of the provisions
of this Agreement shall not be effective unless in writing and the failure of a party to
enforce any of the provisions of this Agreement or to exercise any right there under
shall not be construed as a waiver of such right.
18. SEVERABILITY
If any part of this Agreement shall be invalid or unenforceable under applicable law,
such part shall be ineffective only to the extent of such invalidity or unenforceability,
without in any way affecting the remaining parts of this Agreement. In addition, the
part that is ineffective shall be reformed in a mutually agreeable manner so as to as
most closely approximate, to the extent possible, the intent of the parties hereto.
19. SURVIVAL
The provisions of this Agreement that may reasonably be interpreted or construed
as surviving the expiration or termination of this Agreement (including, without
limitation, confidentiality and governing law) shall so survive for the period specified,
or if no such period, for the applicable statute of limitations.
20. FORCE MAJEURE
The timely performance of either party will be excused, except any obligations to
pay any amounts then owed to the other party hereunder, and shall not constitute
a breach or grounds for termination or prejudice of any rights hereunder if the delay
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of the performance is the result of a Force Majeure event (as defined in Section 4.3
above); provided that such party shall promptly provide written notice of such delay
and the reason therefore to the other party, shall use its reasonable efforts to limit or
resolve the cause of the Force Majeure, and shall resume performance immediately
after the cause of the delay is removed.
21. INDEPENDENT CONTRACTORS
The parties hereto are independent contractors and nothing in this Agreement will
constitute the parties to be partners, nor constitute one party the agent of the other
party, nor constitute the relationship to be a joint venture. Neither party shall have,
or shall represent that it has, the authority or power to act for or to undertake or
create any obligation or responsibility, express or implied, on behalf of, or in the
name of the other party.
22. GOVERNING LAW AND ARBITRATION; CLASS ACTION WAIVER
14
22.1. Governing Law. Subject to Section 22.5, this Agreement and any
claims, disputes or causes of action relating to or arising out of this
Agreement shall be construed, unless otherwise prohibited by law, in
accordance with and governed by the laws of the State of Maryland
without giving effect to the conflict of laws principles thereof. All
claims under this Agreement which cannot be amicably settled shall
be submitted to binding arbitration as set forth below.
22.2. Mandatory Binding Arbitration. Prior to arbitration, the parties shall
seek informal resolution of disputes. The process shall be initiated with
written notice of one party to the other, describing the dispute with
reasonable particularity. The other party shall respond within ten (10)
calendar days. Each party shall promptly designate an executive
with requisite authority to resolve the dispute, and the first meeting
shall occur within 10 calendar days from the response described
above. If the dispute is not resolved within 10 calendar days of the
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first meeting, either party may proceed to arbitration as set forth
below.
22.2.1. The parties agree that any claim or dispute between them,
and any claim by either of party against any agent, employee,
successor, or assign of the other, related to this Agreement,
including any dispute as to the validity or applicability of this
arbitration clause, shall be resolved by binding arbitration
administered by the American Arbitration Association under its
Commercial Arbitration Rules, except where those rules are
intentionally varied by the parties herein or pursuant to mutual
agreement. The parties expressly agree that the arbitration shall
be conducted in Washington, DC, in the English language, and
under Maryland law, unless the parties mutually agree otherwise
or the arbitrator determines that under applicable law, the
arbitration is to take place in a location other than Washington,
DC or that the laws of a State other than Maryland governs. To
the extent permitted by applicable law, the prevailing party shall
be entitled to a reimbursement of all of its reasonable attorney
fees and arbitration costs by the other party. The arbitration
award shall be final.
22.2.2. The parties enter into this arbitration agreement in connection
with a transaction involving interstate commerce. Accordingly,
this arbitration agreement, and any proceedings thereunder,
shall be governed by the Federal Arbitration Act ("FAA") 9 USC
1-16. Any award by the arbitrator maybe entered as a judgment
in any court having jurisdiction.
22.3. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT
THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE ARBITRATED OR
LITIGATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING
CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON
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BEHALF OF OTHERS OR ANY GOVERNMENTAL BODY OR THE PUBLIC. DISPUTES
MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING
BY ALL PARTIES.
TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW
TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE
OTHER, THE PARTIES AGREE THAT: THE PREVAILING PARTY SHALL NOT BE
ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH
PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY
OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR
PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR
OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR
REPRESENTATIVE ACTION.
22.4. Waiver of rights. Including Trial By Jury. By agreeing to arbitration, the
parties understand and agree that they are waiving their rights to
maintain other available resolution processes, such as a court action
or administrative proceeding, to settle their disputes. The rules in
arbitration are different. There is no judge or jury, and review of an
arbitrator's decision is very limited. EACH PARTY WAIVES ANY RIGHT TO
A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES.
22.5. Right to Seek Injunctive Relief. This Agreement does not preclude
either party from seeking injunctive relief in a court of law in
accordance with applicable law.
23. TERMINATION FOR DEFAULT
If either party shall default in a material manner with respect to its performance or
obligations or covenants under this Agreement, (including without limitation,
Customer's failure to pay), upon written notice to the defaulting party and without
prejudice to any other rights the non -defaulting party may have, to terminate this
Agreement. In the event of Customer's default, Customer shall owe Qiagen a fee
for any order shortfalls at the time of termination, as set forth in Section 5 above.
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24. TERMINATION FOR INSOLVENCY OR BANKRUPTCY
Either party may, in addition to any other remedies available to it by law or in equity,
terminate this Agreement by written notice to the other party in the event the other
party shall become insolvent, make an assignment for the benefit of its creditors, or
have any case or proceeding voluntarily initiated by or commenced against or
other action taken by or against it in bankruptcy or seeking reorganization,
liquidation, dissolution of winding -up or any other relief under any bankruptcy,
insolvency, reorganization or other similar act or law of any jurisdiction now or
hereafter in effect, and any such event shall have continued for sixty (60) days
undismissed, unbonded and undischarged.
25. Use and Handling of Products
Customer shall handle and use the results of the products inconformity with (a) good
laboratory practice, (b) all applicable laws and regulations, guidelines and decisions
of judicial or regulatory bodies, (c) any patent and other proprietary rights of third
parties, or (d) its negotiated status or classification for each product purchased.
26. No Transfer of Resale. Unless otherwise expressly agreed to in writing by a duly authorized
representative of QIAGEN,
26.1. The purchase of QIAGEN products of equipment conveys to
Customer only the non -transferable right for Customer to use the
quantity of products or equipment and components of products
purchased in compliance with the applicable intended use
statement, limited use statement or limited label license, and
26.2. Customer shall not transfer or resell, transfer, exchange, or otherwise
assign the products or equipment, or any portion of them, without first
obtaining the prior written consent of QIAGEN, which consent may
be granted or withheld by QIAGEN in its sole discretion.
27. Electronic Commerce (If Applicable)
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This Agreement will govern Customer's purchases from QIAGEN of products made
through electronic business to business solutions, including but not limited to
electronic ordering systems (collectively "13213" or "eProcurement"). The parties will
reasonably cooperate to establish 1326 systems to facilitate direct shopping, sales
and payment transactions between the parties.
28. Counterparts and Signatures
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which will together be deemed to constitute one
agreement. The Parties agree that the execution of this Agreement by exchanging
pdf signatures, and/or by industry standard electronic signature software, shall have
the same legal force and effect as the exchange of original signatures. In any
proceeding arising under or relating to this Agreement, each Party hereby waives
any right to raise any defense or waiver based upon execution of this Agreement by
means of such electronic signatures or maintenance of the executed agreement
electronically.
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Ordering www.qiagen.com/shop I Technical Support support.giagen.com I We bsite www.giagen.com
Sales Terms and Conditions of,QIAGEN LLC 01/20,23
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